Clarke's compensation in his first full year as company CEO was $5.4 million, a figure that included a $900,000 salary, stock option awards and life insurance. Clarke, 59, took over in April 2013.

Clarke's stock options fell to $3.6 million from $11.9 million and he did not receive an annual incentive. In 2013, his annual incentive was $324,000.

As CEO, Clarke has accomplished several goals, such as transitioning products to a new engine and reducing engineering costs and warranty expense, according to the filing. But market share has not recovered and the company isn't profitable.

Earlier this month, Navistar said its net loss for the year was $619 million, or $7.60 per share, compared with a loss of $898 million, or $11.17 per share, in fiscal 2013.

The Lisle-based maker of trucks and engines is in the midst of a turnaround plan that has included laying off workers, closing plants, selling business units and outfitting some trucks and buses with engines from competitor Cummins.

The company also has worked with Cummins to make engines that meet 2010 federal emissions standards. Navistar has battled warranty charges tied to engines that failed to meet those emission standards, a loss of military business and a decline in sales.